13G Filing: 31 Group LLC and Intercloud Systems, Inc. (ICLD)

  

SCHEDULE 13G/A

CUSIP No. 458488202

Page 6 of 9 Pages

This Amendment
No. 1 to Schedule 13G (this “ Amendment No. 1 ”) is being filed with respect to the common stock, $0.0001 par
value (the “ Common Stock ”), of InterCloud Systems, Inc., a Delaware corporation (the “ Issuer
”), to amend the Schedule 13G filed with the Securities and Exchange Commission on April 20, 2015 (the “ Schedule
13G ”). This Amendment No. 1 is being filed to report that none of the Reporting Persons beneficially own more than 5%
of the Common Stock. Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in the Schedule
13G.

Item 4. Ownership.

 

Item 4 is hereby
amended and restated as follows:

The beneficial
ownership of Common Stock by the Reporting Persons, as of the date hereof, is as follows:

A.

31 Group, LLC

(a)

Amount beneficially owned: -183,870-

(b)

Percent of class: 0.71%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: -0-

(ii)

Shared power to vote or to direct the vote: -183,870-

(iii)

Sole power to dispose or to direct the disposition of: -0-

(iv)

Shared power to dispose or to direct the disposition of: -183,870-

B.

Magna Equities I, LLC

(a)

Amount beneficially owned: -183,870-

(b)

Percent of class: 0.71%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: -0-

(ii)

Shared power to vote or to direct the vote: -183,870-

(iii)

Sole power to dispose or to direct the disposition of: -0-

(iv)

Shared power to dispose or to direct the disposition of: -183,870-

 

C.

Magna Equities II, LLC

(a)

Amount beneficially owned: -183,870-

(b)

Percent of class: 0.71%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: -0-

(ii)

Shared power to vote or to direct the vote: -183,870-

(iii)

Sole power to dispose or to direct the disposition of: -0-

(iv)

Shared power to dispose or to direct the disposition of: -183,870-